The First to Fall
by Rookblonkorules
Summary: AU of Prime Season 1 Finale/ part of Season 1. An evil from the past plots with Megatron, in order to return to the land of the living. Not everyone will make it out alive. Collaboration with Fanatic97.
1. Prologue

**Disclaimer:** Don't own Transformers sadly.

 **A/N:** This is a collaboration between myself and Fanatic97, which I am having a heck of a lot of fun writing, although writer's block can still hit at times. If you like this, make sure you give him credit, because he's come up with a lot of the plot. =)

Even though the cover shows the Fallen from ROTF, we're using his RID version.

 **Prologue:**

Today had not been a good day for the kids, it had started out normal but then Miko had to run through the Groundbridge again and now they found themselves stuck between a zombie arm and Starscream.  
"If we go through we run smack into Starscream," Raf said, gesturing to the portal in front of them.  
"And if we don't," Raf continued. Jack, Miko and Raf looked behind them, at the crawling arm that came ever so closer.  
"We're zombie chow." Jack finished ominously. The three of them watched as the arm continued to gain ground on them, defying seemingly all laws of physics by running on its fingertips.  
"Option three," Miko added, turning to the boys and spreading her hands for emphasis, "we keep running in circles."  
"Follow my lead," the older boy said, turning back to the Groundbridge and the three kids trotted to the swirling green and blue vortex.  
Jack crouched into the position of someone about to spring forward, his face set with determination as he waited for the right moment to leap. Miko turned, nervously chewing her painted fingernails as the arm raced forward. She didn't want to think about what would happen if it caught them and, feeling like a wreck of nervous energy, she frantically gestured for Jack to hurry up.  
His forehead creasing in concentration, Jack suddenly shouted, "Now!" and the three of them sprinted forward, flinging themselves directly into the whirlpool of energy.  
They landed up on their stomachs on the surprisingly sturdy ground of seemingly swirling energy. Scrambling to his feet, Jack helped Miko up to her feet as Raf jumped and they ran down the short tunnel towards the opening at its end where they would emerge into the normal dimension. Suddenly, Jack stretched his arms without warning, stopping Miko and Raf in their tracks.  
"Are you crazy?" Miko shouted. "There's a zombie back there!"  
Jack opened his mouth to respond, but before anything could come out, she saw it. Her jaw dropped and she heard Raf give a small gasp.  
Towering over them was the ugliest mech Miko had ever seen aside from Megatron. His armor was scarred and covered in scrapes and dents, while his face was long and narrow, three slits on either side emanating a reddish glow seemed to be the optics.  
Primus, what if he sees us? she wondered. As its foot lifted, she gave a small shriek and ducked her head, throwing up her hands while the boys stiffened and Jack thrust her and Raf behind him.  
Then, suddenly, it was gone, as if it had never existed.  
"That was freaky!" Miko yelped, but she felt Jack's fist close around her upper arm.  
"Come on," he said, pulling her towards the ground bridge opening.  
Tumbling out the other side, they landed at the feet of a very battered Starscream and immediately rolled to their feet, running away from the baffled Decepticon. "Humans?" Starscream gasped. Starscream was unable to do anything about the humans as the hand of the former Skyquake flew out and grabbed hold of his face.  
"This isn't mine!" Starscream yelled as he wrestled with the limb.  
As the kids ran past Starscream another Groundbridge portal appeared. The kids stopped, Jack moving in front of Miko and Raf in case the unfamiliar mech appeared again.  
Much to their relief however they saw Optimus, Bulkhead and Arcee exit the portal. "Arcee," Jack breathed in relief, feeling his body lighten up as he took a step towards his guardian.  
"Bulkhead!" Miko squealed, running forward and wrapping her arms around her guardian's thick leg. Jack realized that Raf looked a little disappointed that Bumblebee wasn't there and he put his hand on the younger boy's shoulder as he gave him a brief, comforting smile.  
"Jack, Miko, Raphael," the deep, rumbling voice of Optimus Prime began, "are you three all right?"  
"Aside from nearly winding up as food for a zombie AND nearly getting squashed by a mech with an uglier mug then Megatron, we 're fine," Miko said.  
"Mech?" Jack felt the Autobot leader's optics gazing at them searchingly. The conversation was abandoned at the moment as Starscream threw off the arm with a growl. The Autobots watched as he took off running.  
The arm of Skyquake skittered around quickly, until it sensed it's earlier prey and dashed toward the kids, however a few shots from Arcee and Bulkhead took the arm out for good. Arcee's blasters folded back up into her arm. "You said something about a mech?" The three Autobots looked towards the children, concerned expressions on their faces.  
"It, whatever it was, was in the Groundbridge," Jack told her.  
"Yeah!" Miko cut in. "And it was big and scratched and ugly!" Optimus looked toward the portal, which closed, and felt an odd tugging in his chest. The Matrix was telling him something.  
"We will discuss this back at base…" Optimus trailed off. Arcee focused her optics on her leader. By the sound of his voice, she knew already that something was off. Optimus sounded... distracted... distant. She noticed a split second hesitation in Bulkhead's movements and realized that he had caught it too.  
"Optimus..." she began.  
"It can wait until we have the children safely back at base, Arcee," Optimus reprimanded her gently. The two nodded and gently scooped up their partners and reentered the Ground Bridge.

* * *

Guess it's a good thing you dropped it, huh?" the Wrecker said with as much of a grin as he could muster once they were safely back at base. Smiling gratefully, the girl took her phone and turned it over in her hand once. "Too bad you didn't get any pictures."  
"After today," she held up both her hands so that four of her fingers formed a frame, "I pretty much got zombie close ups seared into my brain."  
Briefly noting the exchange between Bulkhead and Miko, Arcee turned to her own human partner. "I'm glad your safe now, Jack. You had us all worried."  
The boy smiled, running a hand through his thick black hair. "Yeah, I was pretty worried too."  
The corners of her lips tugged upwards into a smile as she regarded him, but it faded as she caught sight of Optimus standing silently away from everyone else. His back was turned to them and, though she had no idea what he was thinking of, she felt sure it had to do with the mech the three kids had seen while exiting the Shadowzone. "Miko… you mentioned a mech...was he Autobot or Decepticon?" Optimus asked. Miko turned away from Bulkhead. "No way that dude was a 'Bot. He had 'Con written all over him."  
"Did any Decepticons enter the Groundbridge as you opened it? Optimus looked at Ratchet. The Autobot medic shook his head. "None, Optimus."  
Raf directed his attention to the two Autobots. "It was like he was there, but then just vanished as if he'd never been there. Do Groundbridges ever cause optical illusions?"  
Ratchet shook his head. "Never. And even if they did, I find it highly unlikely that the three of you would witness the same thing." "Perhaps it was something caused by the other dimension.." Raf suggested.  
Seeing as how no other answer could be found the Autobots just had to accept this, but despite that Optimus still felt a strange tug from the Matrix.  
Something was coming, he didn't know what but silently he hoped he would be ready.

* * *

Two Episodes Later

Megatron growled, baring his teeth as he struggled futilely to free himself from the tons of rock he was trapped beneath. The last sound of the drill faded into the distance, though it was still audible as a faint droning noise.  
Megatron grimaced furiously as he attempted to work himself free. This was a humiliating situation. He was the mighty and merciless leader of the Decepticons. He instilled fear in all who opposed him. Yet here he was, trapped underneath this pile of rock as if he were more helpless than a sparkling. And then to be found by one of the Autobots' human pets in such a state!  
A snarl escaped Megatron's throat and he attempted to crush part of the rock that imprisoned him. He heard another noise and looked up. A large mech towered over him, blackened armor showing all sorts of damages. A visor with three slits in it shown a blood red light.  
Megatron's own optics went wide. Fear shook his own frame as he stared at this bot before him. He hadn't been there a second ago.  
The bot stared down at Megatron. The Decepticon leader felt the urge to try and bury himself instead of escape.  
"It appears that you require some...assistance." A voice boomed throughout the chamber. Megatron narrowed his optics, refusing to show any sign of fear or apprehension before this menacing newcomer. If only he weren't trapped here inconveniently, he supposed he would have been able take the mech on. As he was, he couldn't do much of anything but wait.  
The said newcomer strode forward, each mighty footfall causing the cavern to shake. Megatron tensed, wondering what was about to happen. The newcomer brought himself down toward Megatron's level the red slits gazing into his own optics. A chill ran across his frame as he felts the mech scanning him.  
The newcomer stood tall.  
"I sense a kindred spirit like my own in you." The voice echoed once again. It seemed to be the voice of the newcomer… yet it was coming from everywhere.  
"What is your designation?" The voice boomed again.  
Megatron glared at the figure. Surely if he was Cybertronian he would have heard of him.  
"I am Megatron, leader of the mighty Decepticons!" Megatron snarled at the newcomer.  
A laugh echoed across the cavern once again, a sharp and mocking laugh. Megatron felt his energon boil with rage.  
"You do not appear to be mighty at the moment." Megatron bared his teeth in a snarl, but in his current predicament he was unable to do anything other than that. He waited for the mech to speak again, but there was only silence.  
After a moment's pause, Megatron decided to ask the question on his processor. "Who are you?"  
The response was a low rumbling laugh before the mech's voice answered. "You yourself took my name." "Megatronus Prime!?" Megatron's voice was a mixture of shock, and excitement.  
"This is impossible.. the records of Iacon showed that you were taken offline!  
the mech chuckled Darkly. He made his way toward Megatron.  
"Alpha Trion lies; in order to keep that I survive a secret." He hissed darkly. "No one has called me Megatronus in eons."  
"Yes, you are known as The Fallen..." Megatron trailed off and looked toward him.  
"And that is what I wish to be called." There was silence once again, before the Fallen came closer. Megatron felt apprehension claw at his spark again as the Fallen raised his arm, revealing a sinister looking cannon, an ominous glow at its tip showing that it was powering up. Megatron wouldn't have been surprised if it were one of the ancient weapons of the Primes, but that assumption wouldn't really help him now if the Fallen was intending to use it on him.  
He tensed, waiting for the shot that would end his life as a tyrant. Instead, the blast that followed shattered a portion of the rock encasing the Decepticon leader. Megatron looked up, surprised, as the Fallen fired again, this time completely freeing him from his prison. The Fallen collapsed to the side slightly. The energy required to make that shot transfer from the Shadowzone to the real world was staggering to any Cybertronian.  
To The Fallen it was a minor headache and nothing more.  
"Why have you freed me?" Megatron asked as he climbed from the remains of his prison.  
"I told you, I had sensed a kindred spirit within you." The Fallen said.  
"So...you have come to join with the Decepticons?" Megatron asked.  
"I come… because I require freedom" "Freedom?" Megatron asked, rising fully to his feet. "What could one such as you require freedom from? And need my help in order to gain it?" "I am trapped in another dimension, and only recently have I gained access to reaching out to this one." The Fallen looked toward Megatron and sent a fist flying into Megatron, it came out the other end with no pain whatsoever.  
"I can do NOTHING from where I am!" Megatron tilted his head slightly as he scrutinized the mech standing opposite to him. "So you require my assistance in order to return to this dimension? And just how am I supposed to lend you this assistance?"  
The Fallen's optics increased in intensity as they narrowed slightly. "Provide for me a spacebridge." With that, he slowly began to fade from sight, the last thing to go being his optics, the glow of which seemed present in the cavern for several seconds after he had completely dematerialized. Megatron stared into the darkness, more then a little confused and spooked. Had he really just seen the visage of the supposedly long dead Fallen, or had be been hallucinating.  
Whatever the case, a familiar sound echoed throughout the cavern. A yell multiple, familiar yells.  
"Starscream." Megatron scowled.  
The mystery of The Fallen could wait for the time, for the moment he had to go and deal with his traitorous second in command.


	2. Chapter 1

**Disclaimer:** I really wish I could say either of us owned Transformers, but sadly, that's not so.

 **Chapter One**

The Fallen stood by Megatron's side on the bridge of the Nemesis, standing about a head taller than the Decepticon. "So you managed to acquire materials for a space bridge?" the Fallen inquired.  
"Indeed." Megatron stood with his hands clasped behind his back. He turned his optics from the large viewport to the Fallen.

"How long have you been watching me here, on this planet?" Megatron asked. The Fallen looked down at him.  
"Not very long, I have only just gotten a glimpse of the world that I left behind."

Megatron turned to face him curiously. "You mean, you have been on Earth before?"

"Once, in the far past when I was still with my brothers." The Fallen looked toward the world and scowled.  
"What you are looking at, is the resting place of Unicron"

Megatron's optics widened in awe. "The Chaos-Bringer? Here?"  
The Fallen's scowl deepened. "Indeed Megatron, though I would like to inform you that you are flawed." The Fallen pointed at Megatron's chest.  
"The blood of the Destroyer is not a toy."  
Now it was Megatron's turn to scowl. The Fallen was now trying to sound like Optimus and tell him what do.  
"The blood of Unicron saved my life and brought me back from the edge of death!" Megatron sneered before turning away from The Fallen.  
"Yes, it can be useful but they're are side effects."

"Side effects?" Megatron sneered. "Its power rivals that of the Primes. It can make the dead walk again and gives me the power to control them. What side effects could possibly compare to the endowments granted by Unicron?"  
"What do you think the answer to that question is, Megatron?" the Fallen demanded, sounding infuriatingly like an older mech scolding a sparkling. "You have already been feeling some of them. I can tell. Do you not at times feel the influence clouding your mind until you can no longer think for yourself?"

Megatron looked down and so the side. He had been experiencing the side effects a little. He looked toward the Fallen, who gave a stern nod.  
"Have you also not heard of the pit?" He asked.  
"I have, but it is just a myth." Megatron stated. The Fallen looked toward Megatron darkly.  
"The pit is no myth Megatron… it is VERY real, and you have a one way ticket to it!"

Megatron clenched his hand. "I don't see that the Pit has become of any concern to you."  
The Fallen turned to him. "You are foolish to take no concern in it yourself."  
He stood silent for a moment, either waiting for Megatron's response or letting his words take the time to sink in.  
Finally, he spoke again. "The Prime is here."  
Megatron raised an optic ridge, slightly surprised at the change of topic. "Yes."  
"I can sense the Matrix. We all can sense it, Prima, Vector, Amalgonus... Solus.." The Fallen trailed off wistfully. Megatron sensed a hint of regret in his voice.  
"Tell me...what is this new Prime like?"

"Optimus?" Megatron scoffed. "He would have made a fine leader had he not been weak."

The Fallen looked towards Megatron.  
"Weak, by what means? There are no such things as weak Primes, Megatron."

"I am stronger!' Megatron seethed.  
"You forget that he has the power of the Matrix." The Fallen paused. "But you could have it."

"I have the power of Dark Energon!, I do not need some trinket of the Primes!" Megatron snapped. Though his voice wavered, he had wanted the Matrix, when he couldn't have it he had used Dark Energon as a means to replace it.  
"I can tell it was what you truly desired Megatron.." The Fallen gave him a pointed look.

"So tell me," Megatron began, "how might I supposedly gain the power of the Matrix?"

"I will show you once I am free, the Matrix can only be touched or bestowed by a Prime... or someone chosen by a prime, and I highly doubt this Optimus Prime will give you the Matrix, even under force"

Megatron growled slightly, clenching his fist. "And how do I know that you will keep your promises?" he finally asked.  
"There is no need to doubt me. A prime is true to his word Megatron… as I hope you are to your own." The Fallen said. "Deliver me from this prison...and you will have the Matrix, and this world."  
Before Megatron could respond, The Fallen had vanished into thin air, just like in the mines.

A moment passed before Megatron noticed Soundwave standing across from him. He had turned away from his work station and was silently observing Megatron from beneath his visor. Honestly, Megatron had forgotten about the spy's presence in the room during his discussion with the Fallen and was slightly irritated to think that Soundwave may have heard the whole thing despite his undying loyalty to the Decepticons and to Megatron himself. "Greetings, Soundwave. I trust you were aware of our guest."  
"There is no need to doubt me." The previous words were played back at him, leaving no doubt that Soundwave had indeed been aware of the Fallen's presence.

Soundwave opened up a small Groundbridge that faded away just as quickly. Since The Fallen was trapped in a Groundbridge anomaly, no doubt Soundwave had a form of communication with him...or at the very least could hear him.

"Soundwave, I am taking the offer into consideration," Megatron said, curling one of his hands into a claw as he gazed at it.  
Soundwave cocked his head slightly. "And how do I know that you will keep your promises?" Megatron almost grimaced hearing his own words played back at him.  
"You don't trust him, I see," he observed.

Soundwave gave Megatron a curt nod before walking over to a panel, he hit a few keys and pulled up an image of Starscream.

Megatron growled at the sight of his treasonous former second-in-command. "And what does that traitor have to do with anything?" Soundwave tilted his head to look at Megatron once more.

Soundwave played back of Megatron, not a few days after Starscream, left.  
"I will not trust anyone who promises me something they cannot prove!"

"I see you have been paying attention." Megatron's face twisted into something resembling a slight smirk at Soundwave's never-failing power of observation.

Soundwave gave a curt nod to his master.  
"We shall see if The Fallen is true to his word, if not, I shall finally get to terminate a prime.."


	3. Chapter 2

**Disclaimer:** Neither of us owns Transformers. That's why this is called _fan_ fiction. ;)

"Optimus." Ratchet's voice cut through his musings and the Prime directed his attention towards the Autobots' medic.  
"Yes, Ratchet?'

"I'm detecting some strange energy from the canyon where you and Bumblebee battled Skyquake."

Optimus gave the medic his full attention. "Meaning?"

"It could mean something… but it might just be some left over energy from the kids...trip to the "Shadowzone". Ratchet said. The memory was a bad one for the bots, how they almost lost their charges forever.

Optimus grimaced as he was reminded of Miko, Jack and Raphael. If things had gone differently, then they would have lost the human children he had promised they would protect.  
"The energy signature wasn't exactly clear but, Optimus," Ratchet continued, cutting into his thoughts once again and locking optics with the taller voice, "we haven't had a sign of Decepticon activity for quite some time. If they're making another move..."

"Then we will be ready for them," Optimus said.  
He looked over as Arcee walked toward the doors, ready to pick up Jack from school.  
"Arcee, I need you to come with me." Optimus said. Arcee jumped a little before turning to face him.

"I was... just going to get Jack from school," she said slowly, but before Optimus could answer, she deflated slightly and took several steps forward.  
"There's been an energy signature detected near where Bumblebee and I faced Skyquake and where..." He didn't need to finish the sentence. Arcee knew what he was referring to and he noticed she grimaced slightly at the memory before her expression became impassive once more.  
"You want me to help you look into it," she said before Optimus could state his request. Without answering, he merely nodded gravely before turning to Ratchet.  
"Ratchet, provide a Groundbridge," he ordered. "And be on stand-by. We may require backup."  
Almost immediately, the medic powered up the Groundbridge before turning to see them off. "I'll comm Bumblebee and have him pick Jack up for you," he informed Arcee.

"I can do it," Bulkhead chimed in. "I'm already picking up Miko."  
Arcee gave Bulkhead a distrustful look. It's not that she distrusted Bulkhead, more like it was due to him following Miko's command that she was suspicious of. Bulkhead sensed this and looked down.  
"I'll drive slowly… and won't take him dune bashing," Bulkhead promised placing a hand over his spark.  
Arcee sighed before giving a nod. She looked back toward Optimus as the Groundbridge fizzled to life.

Optimus waited until she had reached his side and then together the two of them entered the Groundbridge.

The minute the reached the other side though, Optimus let out a loud scream of pain and stumbled!

"Optimus?" Arcee immediately turned to aid her leader, helping him regain his feet. "What's wrong?"

"I don't know...something felt wrong… with the Matrix…" Optimus gripped his chest and let out a moan.

"The Matrix?" Arcee tried to sort out what that might mean. "Megatron?" She didn't see any Decepticons, but that didn't mean there weren't any close by. Just in case, she activated one of her blasters, standing close by Optimus' side.  
"No," Optimus gasped out, shaking his head as he slowly regained his composure from the sudden shock. "This is something different."

Optimus looked upwards and let out a yell of pain. He saw something moving towards him and Arcee and activated his cannons, beginning to blast at it wildly.

Arcee instinctively stepped back, activating her second blaster as whatever, or whoever, landed several yards away from them. Knowing her leader was still in pain from whatever effect the Matrix was having on him, she moved in front of him. Behind her, she heard Optimus straighten himself. "Who are you?" he demanded, taking a step beside Arcee.

The figure vanished as suddenly it appeared, leaving only a howling on the wind.

Arcee warily withdrew her blasters. "What...?" she began, but didn't finish. Optimus deactivated his own weapons and stood silently beside her. His optics narrowed gravely as he gazed searchingly at the empty space before them, where the dark figure had stood mere seconds before.

Optimus grabbed his chest again sharply and drew in a gasp of air.

"Optimus?" Arcee had to force herself not to panic. Things like this weren't supposed to happen to Optimus, but she knew that losing her cool now would only make matters worse. Putting a finger to her Comm, she spoke rapidly, 'Ratchet, Groundbridge!"

"What's going on?" Ratchet asked.  
Arcee looked toward Optimus who stumbled back once again. "I-I don't know. Something's wrong with Optimus." She could almost feel Ratchet's shock from the other side of the Comm.  
"What? How?"  
"I don't know how," Arcee seethed, feeling almost completely helpless.

Optimus stumbled to his left and looked up again. His optics went wide as he saw someone ahead of him.  
"Alpha Trion?"

Optimus stared, realizing that he wasn't seeing anything. With a sigh, he turned away before looking at Arcee.  
"We-we should go."

Arcee stared at Optimus for a moment before she became aware of Ratchet's voice in her audio receptors. "Arcee? Arcee!"  
"Ratchet?" Arcee brought her finger back to her Comm. "Send a Groundbridge." She looked again at Optimus. "I'm not sure what's going on."

A Groundbridge portal opened up and Optimus looked back.  
"Nor do I… but I fear that we will soon be facing a rising Darkness." Arcee felt a growing sense of dread from in her spark as she took in her leader's words. With one last glance where the mech had landed, she turned and followed Optimus back into the Groundbridge.

* * *

Meanwhile, near the Highschool, Jack Darby sat on the front steps of the school with Miko and Raf. Miko lounged against part of the railing. "School's been out ten minutes so far! Bulk's never this late before!"

"Maybe something bad happened," Raf said.  
"I hope not, I doubt Mom will let me near the bots if that's the case," Jack muttered.  
The sound of two car engines revving was heard as Bulkhead and Bumblebee pulled into the parking lot. Jack felt his shoulders droop when he realized a blue motorcycle was not with them.

"Sweet!" Miko grabbed her backpack and sprinted down the steps to her guardian, yanking open the door and hopping in.  
His face brightening considerably, Raf bounced up and hurried down the steps towards Bumblebee. "Hey, Bumblebee!" he said cheerfully. Bumblebee hummed a response, one that only the younger boy was able to understand, and swung open his door. Jack followed him more slowly, approaching Bulkhead, since, out of the two, the green Autobot would be the only one able to give an answer he could actually understand without Raf translating.  
"Hey, Bulkhead," he said, feigning nonchalance as he ran his fingers through his hair. He doubted anything was wrong. Things wouldn't be this calm, but he still wanted to know where his guardian was.  
"She went on a mission with Optimus." He swung a door open. "I said I'd pick you up for her."

"Okay…"Jack said.  
Out of all the bots he had the least amount of experience with Bulkhead, so he was unsure of what to do.

He noticed Miko was looking at him expectantly, one eyebrow arched in puzzlement. Her expression changed to slightly amused as she realized his discomfort. With an irritated sigh, Jack tugged at his backpack strap and slid into the seat next to Miko. She scooted over to make room for him.

"Not everyday that we have ya join us, Jack," Bulkhead chuckled.

Jack shrugged simply and looked away.

"Come on, Jack. We're not that bad." Miko added to the strength of her words by punching him playfully in the arm... hard.  
"Ow!" Jack grabbed the injured spot and gave Miko a look that said he wasn't amused.

Miko slunk back a little and shot Jack a teasing smirk, yet her eyes seemed to flash a twinge of guilt.

Jack leaned back against the seat and gave a half-relenting sigh as Bulkhead pulled out of the parking lot, the hint of a smile appearing on his face.  
"Okay, Miko, for the record, quit with the punching." Jack rubbed his arm which was still sore, but now he couldn't keep a smile from appearing despite his strict words.

Miko smirked and gently tapped his nose.  
"That work better, Jackie?" she asked with a sly grin.

Jack brushed her hand away and snorted. "Please." His eyes suddenly widened and he quickly faced her. "Wait, did you just call me Jackie?"  
Miko snickered. "Got a problem with that?"

"I thought that was Wheeljack's nickname."  
"I don't own trademark on it, Jack…though I would prefer it not to be used…so if Jackie comes back we don't get confused," Bulkhead said, speaking up for the first time.

Jack raised an eyebrow with a slight smirk in Miko's direction. "See? What'd I tell ya?"  
"No biggie." She leaned back easily in the seat folding her arms over her head. "I'll just have to come up with somethin' else for you."  
Jack groaned and leaned his head against the window, pressing his hand against his forehead. "Miko!" he protested, feeling very relieved when the secret entrance to the base came into view.

They roared into the base, and into the main hanger. As Bulkhead came to a stop, they saw Optimus sitting on a medical table, holding his head.

Ratchet seemed to be in the middle of speaking to him, but stopped and turned to face them as they screeched to a halt. Bulkhead and Bumblebee simultaneously opened their doors for the kids to get out, transforming as soon as they were.  
Bumblebee took a step forward, chirping something that Jack couldn't understand. Still, even though he couldn't understand him the way Raf could, he didn't need a translator to pick up the worry in the scout's tone.  
"Hey, Ratch, what's going on?" Bulkhead questioned, sounding concerned. Miko shot Jack a look and he shrugged, glancing at Arcee, noticing her standing nearby, in the hopes that she would provide some answers. Instead, Arcee seemed focused on Optimus.

"Just something… minor with Optimus," Ratchet said.  
"Minor? Ratchet, he collapsed for no reason!" Arcee cried.  
A gasp sounded from the three kids.

Jack could hear the distraught note in Arcee's voice, even through the obvious anger in her tone. "Optimus collapsed?" Raf's face pinched with worry as he directed his attention to the red and blue Autobot leader.  
Optimus noticed him and managed a small smile.

"It was just a minor power failure, Rafael. I am fine now."  
"Yep dep dep, not until I say so. Optimus, you're staying on the berth!" Ratchet snapped.

"It wasn't just a power failure, though!" Arcee cried. '"You said something was wrong with the Matrix. Not to mention that-that... Mech who just appeared!"

"Wait, you mean the Matrix had something wrong with it/" Bulkhead asked, whilst tilting his head.  
"I thought that thing was incorruptible?"

"Mech?" Miko whispered to Jack as Raf moved loser to them. "What if...?" She stopped speaking as Optimus responded to Bulkhead.  
"It was not because of any corruption, but rather something's... presence."  
"So... the Matrix sensed something... evil? Is that it? Raf asked, taking several steps away from Jack and Miko so that he was closer to the Autobot leader.

"It seemed that way, Rafael, but it only flashes when a Prime is near."  
"So what... you're telling us that The Fallen is now on earth?" Ratchet scoffed.

"The Fallen?" Miko gasped, staring wide-eyed at the Autobot medic. "Who's that? Sounds bad, right? Is he like Megatron?"  
"Miko." Jack placed a cautioning hand on her shoulder.

"A supposedly "evil" prime...which I highly doubt."  
"Primes just don't do evil," Arcee said.

"Then why'd it cause Optimus to react like that?" Raf asked.  
"What I don't get is why there'd even BE another Prime," Bulkhead said. "There's only one at a time, right?"

"These days yes, but back when Cybertron first became...Cybertron, there were thirteen," Optimus stated.

"Thirteen!" Miko gasped. Jack didn't say anything to her as he felt his own eyes go wide. _Thirteen?_ That was a lot. It also registered in his mind that that was considered a lucky number, though he doubted Earth superstitions had any significance on Cybertron.  
"That doesn't explain what one of them is doing here now," Arcee said.

"I do not even know if it IS the thirteen," Optimus said.  
Bumblebee beeped out something and made a motion like his face was covered by a visor. "Bee says that maybe it's Soundwave pulling something," Raf translated to Miko and Jack.

Optimus shook his head. "I don't believe it to be Soundwave."

"He's proven himself able to mimic signals before," Bulkhead stated.  
"Whatever it is, I only know this for certain, we must be on our guard," Optimus finished.

* * *

Knock Out sighed as he sorted through the various medical tools he kept in his lab. Only the other day, this supposed stranger, one who claimed to be one of the original thirteen Primes no less, showed up and now Megatron wanted to actually _help_ the oaf? Knock Out shook his head as he put several tools away. Could things get any worse around here? No one had even seen the mech besides Megatron and apparently Soundwave.  
As Knock Out sorted his tools, Breakdown lumbered in, startling him momentarily. He fumbled with one of the tools and had to dive to catch it. "Do you _have_ to do that?" he exclaimed, feeling extremely exasperated.

Breakdown ignored his comment. "You need to go and hear Megatron, Knock Out. He's talking crazy."

Knock Out lowered his head for a moment before turning to look at his teammate. "Really?" he said, sarcasm dripping from every word. "I had no idea. Let me guess, this time it's about space bridges and ghosts he wants to bring back from the dead."

"Yep, only now he says that Optimus knows about it thanks to the Matrix."  
"He still believes in that little trinket?" Knock Out asked, rolling his optics.

"Don't you?" Breakdown asked, cocking his head.

"Of course not. There is no proof that the thirteen Primes even exist," Knock Out scoffed as he went back to his work. "Now if you'll excuse me, I have work to do and would rather not hear Lord Megatron ramble about someone who's been long dead IF they ever existed in the first place."  
Even as he worked, he could feel Breakdown staring at him critically. "Lord Megatron wants you to help get the Space Bridge online," Breakdown said bluntly.

"And why should he need my help?" Knockout demanded. "Doesn't Soundwave give him enough assistance without him needing _my_ help?"

"You're the only one knowledgeable in actually repairing systems on this ship," Breakdown reminded him.

Knockout sighed. "Fine!" If Megatron needed his help so badly, he'd give it to him. He turned to walk out his lab, only to hear the familiar clicking of spider like limbs near the door.  
"Oh great," he muttered, not looking forward to encountering who he knew was right outside his lab.

"I suppose you two are in here having a party or something?" the deceptively charming voice reached his audio receptors and he shuddered.  
"Well if it isn't the spider-bot," Breakdown said with a snarl.

And if it isn't the one-eyed muscle," Airachnid said as she walked into the room on her spider legs. Breakdown bristled at the mention of his injury.  
"I couldn't help but overhear your complaints Knock Out," she said a wry smirk.

"Oh." Knock Out raised an optic ridge, as if what she said didn't bother him, but in reality he was rather concerned about what she might try to do. "And what concern is it of yours?"  
Airachnid gave an amused snort as she tilted her head coquettishly. "I think it would be the concern of Lord Megatron's second in command," she said sweetly, slowly drawing out "second in command" as if she was carefully reminding them of her position. Knock Out could sense Breakdown tense and wondered for a moment if his short tempered friend would attack her because of that threat. It seemed to be what she was waiting for. Before he could caution Breakdown, Airachnid continued, "I can' help but agree with you on one point."

"Well obviously, this all started when Starscream collapsed that mine on top of Megatron," Knock Out scoffed.

Airachnid gave him an almost pitying glance. "I was referring to something else, but, yes, that pathetic whiner does seem to be the root of everything doesn't he?"  
Knock Out ignored her comment on Starscream. "And what else would you be referring to?"  
"Megatron going on about ghosts and such. Believe me, I've heard all about it." She smiled so that the tip of one of her fangs showed.

"Who hasn't...what are you getting at?" Knock Out asked.  
"Probably another Starscream." Breakdown scowled.

"Getting at?" She grinned so that her fangs were fully revealed.

Both Decepticons gave her a hard look when they hard some soft foot falls. They all turned as Soundwave walked into the room, glaring at them all.

"Well, if it isn't the quiet one himself," Airachnid commented coyly, crossing the room. "Soundwave," she acknowledged as she passed him, standing by the door and giving Knock Out a smirk that said he was in for it.

Soundwave marched over to Knock Out and then stood in front of him.  
"Can I help you Soundwave," Knock Out asked, crossing his arms. The communications officer stared down at him, Knock Out could almost swear, though he couldn't see his face, suspiciously. Knock Out half expected Soundwave to play something at him, maybe even something HE himself had said, but instead Soundwave pointed towards the door with a spindly finger.  
Knock Out leaned towards the side to peer past him. "Well, fine," he said, "if I'm going to be ordered about by you." One of Soundwave's tentacles slipped behind Knock Out and, before the Decepticon medic could react, gave him a hard shoved towards the door.

"Oof!" Knock Out stumbled forward, before straightening up and attempting to regain some of his dignity. "There's no need to get _pushy_ about it!" he snapped furiously. Soundwave waited until Knock Out had left the room before he turned to face Airachnid. He stared at her for a few minutes before walking away. She watched him go before turning to Breakdown.

"You never know when he might show up, now do you?" she commented, crossing her arms.

Yeah…it's creepy." Breakdown shivered.

"A little." Airachnid tilted her head as she looked in the direction Soundwave and Knock Out had just gone.

 **A/N** So here's chapter two, although technically it's the third chapter. =) Anyways, I can't stress enough how much fun that interaction between Soundwave and Knock Out was to write. Thanks to everybody who's' read/ reviewed, followed, favorited this so far. =D


	4. Chapter 4

**A/N** Okay, so this update took a while to get uploaded. :/ It's been done for a few days, but this is the first chance I had to actually get it on site... sorry for the delay.

 **Disclaimer** Unfortunately, we still haven't gotten the rights to Transformers yet.

Miko hiked her backpack further up her shoulder and glanced back at the school building. Jack had yet to emerge from the twin doors, since he was probably going over a problem with the teacher.  
Boring stuff.

Miko turned her head toward the parking lot. After Optimus's incident, the Autobots had been taking double shifts while he recovered. Today was Bulkhead's and she had to ride with Arcee, Bumblebee having already come for Raf.

In fact, the blue motorcycle was already parked directly across from the school.  
Having no intention to head over yet, Miko plopped down on the steps, yanking her sketchpad and pencils from her backpack. Arcee's handlebars discreetly twisted slightly towards her, letting her know that she'd been spotted. She responded with an idle wave and then brought the pencil to paper, chewing her lip. She lifted her gaze to Arcee and smirked, wondering how the Autobot would say to being used as a model.  
"Hey pigtails!" The sudden voice made Miko jump and she nearly yelped in surprise, whipping around to see who was speaking.

Standing over Miko was the familiar form of Vince.  
"Where's, Darby, he still owes me from that race!" Vince demanded.

Miko jumped to her feet so that she was facing the bully directly. "There's no way I'd ever tell a snob like you anything!" she spat, glaring furiously.

Vince stared her down with a snarl. Miko gave one right back.  
He knew that even thinking about getting into a fight with Miko was suicide. He'd tried it once and ended up with his face in a Dumpster.  
He peered past her toward Arcee and his eyes lit up. I don't have time for this. He lightly shoved her out of the way and ignored her shout of, "Where are you going?"

Vince walked towards Arcee with an evil smirk, pulling out his keys. "It's called payback, Pigtails!" he called over his shoulder.  
"That's Jack's bike!" she yelled back, dropping her stuff on the steps and sprinting after him.

"Yeah I know!" Vince shouted back.  
Miko looked around, spotting Vince's car idling nearby. "You wanna play against the rules?" She smirked. "I can too." It took her about five seconds to cross the parking lot until she was standing right next to his car.

"Yo, Vince!" she called, doing her best to sound playful. "I wouldn't exactly do that if I were you."

Vince turned and sneered at Miko  
"Or what, Pigtails?"  
Miko shrugged simply... before jamming her pen into the side of his car and dragging it across slowly, leaving a deep, raking gash

Miko knew she would probably be in trouble with the principle over this, but seeing Vince's jaw drop nearly to the ground was definitely worth it. She pulled out her phone and quickly took a picture. Bulkhead and she could laugh over it later. "Or that, Vince," she said, smugly, crossing her arms.  
Vince took several strides in her direction and, in spite of herself, Miko flinched.  
Gosh, she had never seen him looking so _mad_!  
In fact, his bulging eyes, smoldering with so much rage he had no idea what to do with it, and flaming hair made him look a bit like Syndrome from The Incredibles. She was sure Bulkhead would love hearing that comparison.

"You! I'm going to kill you!" Vince snapped, pointing furiously at Miko, his arm trembling with anger.  
As he raised his fist, Arcee's kickstand went up and she fell right into Vince and knocked him to the ground.

Miko wanted to laugh out loud, relishing Vince's complete humiliation as he sputtered and tried to drag himself off the pavement.

Right before she could however, the doors opened and Jack stepped out with the teacher.  
The teacher didn't see the scratch on Vince's car, but he saw Vince pinned down. He knew the bully's reputation and that he and Jack had negatives feelings toward each other.

"Vincent..." the teacher began sternly. "I believe that bike belongs to Jackson. Now if you would kindly..." He peered hard at the situation in front of him, "explain this predicament." Jack raised an eyebrow at Miko, who shrugged innocently.

Vince tired to splutter out something when the teacher noticed the keys in his hand. Narrowing his eyes, the teacher glared at Vince suspiciously. "Once you're out from under that bike, young man, I'm going to have to request that you come inside with me."  
Vince glared daggers at Miko, before struggling to free himself from his awkward position. "Darby's bike has me pinned," he sneered, looking furiously at Jack.

Jack walked over with a sigh and picked up Arcee, Miko smirking the whole time.

Vince climbed quickly to his feet., before striding towards the teacher, shouldering Miko out of the way as he did. "This isn't over, Pigtails," he growled. "I'll see to it that you get a call to the principle's office too."  
"Vincent!" The teacher's voice showed a growing level of impatience and Vince glowered one last time at Miko before shoving his hands in his pockets and following the teacher in.  
Once he was gone, Jack turned to face Miko. "What on earth were you doing, Miko?" he demanded, looking exasperated.  
"Protecting Arcee." Miko skipped over. "You're welcome by the way," she chirped.

"Which wasn't really necessary. I can handle a key scratch..." Arcee said.  
"Uh huh. You have any idea what a paper cut is, Arcee?" Miko asked.

"Miko, I don't think that really has anything to do with..." Jack gave an exasperated sigh.

"Yeah, I've seen Jack react with pain to those," Arcee said.  
"Key scratches are the car equivalent of paper cuts. "Therefore, I saved you."  
"Actually, I think I did my own share of saving at the end there," Arcee said.

"Well still, I helped." Miko defended.

Arcee sighed. "Look, let's just get back to base."

Miko gave Jack a win, and then gestured toward the bike.

Jack facepalmed. "Let's just get back, okay?"

Megatron stared blankly at the wall of his quarters. The largest on the Nemesis, he had always felt like he was entitled to lavish settings. But for the past few days he had sat and waited, waiting for the messages.  
As if on cue, a voice emerged from the shadows of the rooms corners. It began was a whisper but formed into something deeper.  
"I have succeeded in mapping out the exact coordinates for my release," The Fallen spoke as he walked over to Megatron. As the days had gone by The Fallen had gotten a better grasp upon reality.  
"I suspect you have made adequate progress on the space bridge?" The Fallen asked.  
Megatron kept his head low with a scowl across his face. He felt foolish. The Space Bridge wasn't anywhere near completion. It had taken then years to begin building the original before the Autobots blew it up. But constructing it below ground was another matter. Under his breath, Megatron cursed Soundwave's slow progress at finding materiel.

Standing, Megatron faced The Fallen. "At the present moment, we are handling some... technical difficulties. I trust you are aware that the Autobots blew up our last space bridge and progress on the new one has been slow."

"I can understand that the Autobots destroyed the original, but what I do not understand is why you are having such a hard time with materials." Megatron snapped his head upward at the Fallen.  
"What do you mean by that?" he asked.  
"The devices which you seek can be either fabricated, or are on this planet," he said.  
"Don't assume I didn't know that, but the Autobots-"  
"Are mere pebbles!"

"They will soon be dealt with accordingly," Megatron stated, his voice becoming low and ominous. The Fallen stared at Megatron blankly for a moment before he spoke again.  
"I sense… something amiss, Megatron."

Megatron met The Fallen's stare coolly. "Amiss as in how?"

"You're troubled Megatron," he said.

Megatron gave a harsh laugh. "Troubled?" He folded his hands casually behind his back and turned away from the Fallen. His lips curled back into a smile. "I would hardly say that I am troubled."

"Yet you fret over these Autobots like they are an infestation."

Megatron ground his teeth together in a snarl. "You say that and yet they have continually interfered with my plans."  
The Fallen stepped forward until he was standing beside the Decepticon warlord. "You lack the confidence Megatron. Ever since your brush with death, you feel less of who you really are." The Fallen placed a hand on the warlord's back.  
"Do not boast about you're gladiator upbringing, show it to them, remind them what it means to be a gladiator of Kaon!"

Megatron tightened his hand into a fist, relishing the thought of finally bringing the Autobots, most particularly their accursed Prime, the one who had betrayed him and accepted the Matrix when it had truly belonged to him. He would make them all suffer.

The Fallen placed a hand on his head and began to speak.  
"Remove all of the things holding you back, become the warrior you truly are!"

"And how am I to do this?" Megatron questioned.

"Clear you're mind Megatron; let go of it all."

Megatron frowned, feeling skeptical of this new method the Fallen was presenting to him. It seemed very similar to the sort of thing he would picture Optimus as doing, but then, the Fallen was a Prime as well, so that was to be expected. "I hardly see how this helps," he began. The Fallen's hand suddenly clamped around Megatron's skull. He felt a huge rush of energy going into it.

Just as suddenly as it had begun, the surge stopped and Megatron felt himself reeling from the shock of it all as the Fallen released his hold. "Do you feel the difference?"

Megatron sat there for a moment, and his optics lit up blood red in color. The Fallen looked on, satisfied. "It has already begun to affect you. Tell me, do you feel it?"  
"I feel a change," Megatron answered.  
"Then you're training has just begun."

"Training?" Megatron asked curiously.

"If you want to take this Prime down, then you must first begin to follow in my lead."

"Learn from a prime to beat a prime..." Megatron mused with a chuckle. The irony of it was, simply put, beautiful, and that was not a word Megatron found himself using often.

The Fallen chuckled darkly.  
"Free me Megatron, and I shall teach you more. "I have already told you can free me. The only thing left is for you to complete it." With those cryptic words, the Fallen faded from Megatron's site once more. Yet Megatron could still feel his grip, and the power he had momentarily received. Megatron watched him as he faded from view. His appearing out of nowhere was starting to get slightly irritating.

"Er, Lord Megatron?" He turned around with a growl, finding Vehicon standing in the doorway.

"What is it?" he demanded.  
"Commander Knock Out has requested your presence at the Space Bridge," the Vehicon stated, keeping his posture straight in the warlord's presence.  
"And how goes our little... project?" he asked with interest.  
"I was not informed of the Space Bridge's progress. Only Knock Out seems pleased with his results." Megatron sighed as he storms past the Vehicon, before he turned to face it.  
"How much did you hear?"

It's near impossible to read any kind of emotion from a Vehicon's face, but he can tell that this one is confused. "Of what, Lord Megatron?" Clearly, he was unaware that there had been anyone inside his quarters aside from himself. Satisfied, the Decepticon warlord turned away. The Vehicon stared after him with a confused look, before deciding that it wasn't in his best interest to question Megatron.

No one of his rank and status did that and lived for long.

Megatron stormed onto the bridge, his optics blazing with light. His troops jumped a little as he walked past.

A little ahead of him, he could see Knock Out tinkering with several tools, Soundwave standing net to him, silent as ever. "I hope that you have results for me Knock Out," he said.

"Lord Megatron!" It was almost amusing-almost- to see how quickly Knock Out straightened at the appearance of his lord and master, while Soundwave merely turned his blank gaze in Megatron's direction.  
"Results, Knock Out," Megatron reminded him.  
"Erm yes, well the Space Bridge is... coming along. More or less."  
Megatron took several paces forward. "When I ask for results, Knock Out," he paused, "I require specific results." Knock Out stepped back, staring at his master's now blazing optics in fright.

"There were some... technical difficulties to deal with, but progress is picking up," he said awkwardly.

"Well, what are the difficulties?" Megatron asked coldly.

"There are still some repercussions from the Autobots' attack."

"Like what?" Megatron growled.

"Well, when they came to retrieve the corpse of the one they called Cliffjumper, the explosion afterwards caused some of our equipment to sustain mild damage. Once that was sorted out, things got a little bit easier, but keep in mind that building a space bridge is not easy, Lord Megatron."

"I see...and what parts are left?" Megatron asked.

Knock Out shrugged. "Most of the larger equipment is still functional, but a few critical power lines were taken out by the blow."  
Megatron growled. "And how are the repairs?"  
"Nearly completed, my lord."

"I want it completed yesterday," Megatron growled.

"Well, uh, that would be impossible, my lord, seeing as..."  
"Enough! This project must be completed now, or so help me Primus I will wield _you_ into the frame of the space bridge!"

"Er," Knock Out raised a single optic ridge, "I hardly think that would be, ahem, beneficial to the project."  
"Just finish it!" Megatron turned and stormed out of the bridge. As he moved out, he saw The Fallen staring at him. He paused as his optics met the bright red ones of the fallen Prime.

"You need to retrieve the part yourself, Megatron, " he said.

Megatron glanced behind him before responding. "And why is that, may I ask?"

"You need to show the troops that you're a strong leader, and that you are to be feared.."

"And you think I can do that best by acting as some slave?" Megatron challenged.

"You need to act as a leader," The Fallen boomed. "Why do you think Optimus' men respect him the way they do?"

Megatron scowled at being told Optimus was better then him. Normally he would have turned his fusion cannon and annihilated the bot in question, but he didn't need to think for more than a half second to know that that wouldn't work.  
"Are you saying that Optimus is better than I?"

"You may have fear...but Optimus Prime has respect. By earning the respect of those under you, you will become that much stronger."

Megatron looked toward The Fallen and scowled. He felt the urge to blow The Fallen off and abandon his plan, but his mind began to waver. Optimus had so many victories over him... it was long past due that he had his own victory. He was looking forward to making the Autobots pay.

He walked back into the Bridge with a grim look across his face.  
"Knock Out, where is the last component located?"

Knock Out jolted back, looking slightly startled at the sudden question which was so different from the ones that had come early.  
"My lord?" he began, wondering if there was perhaps a glitch in his system.  
"You heard me the first time, Knock Out. Where is it, I want to lead a mission to retrieve it," Megatron said.

"I am currently uninformed of its location, but that should be a small matter Soundwave can clear up soon enough."

"Solve it quickly, I want to retrieve it personally."

Without waiting for further word from his master, Soundwave turned and left the room. Going to solve Megatron's little problem, Knock Out decided.

Megatron watched him go and then stormed off himself, leaving Knock Out on the bridge once more. Once Soundwave had the coordinates, he'd be ready.


End file.
